BASICS TRACK

Basics Track: Mergers & Acquisitions

This session will cover the basics associated with a merger or acquisition transaction of a franchise system or franchisee business. Topics addressed will include:

• Overview of the deal process.

• Preparing to sell to optimize purchase price.

• Valuation metrics.

• Buyer’s due diligence considerations.

• Identifying red flags – Joint Employer/vicarious liabilities, sales violations, supplier issues, data privacy, expansion concerns.

• Negotiating key terms of the purchase agreement.

• Disclosure considerations – FTC, SEC, franchisees, employees, etc.

• Post-closing integration.

• Deal considerations in the COVID era

Moderator: JoyAnn Kenny-Charlton, Attorney, FisherZucker LLC

Speakers: Farheen Ibrahim, Corporate Counsel, Unleashed Brands; Jimmy Veazey, Business Development, Flynn Restaurant Group

Basics Track: Registration & Disclosure

This session provides an introduction to the federal and state franchise registration and disclosure laws that franchisors must comply with in offering and selling franchises in the United States. The following topics will be covered:

• What are the federal and state laws that regulate the offer and sale of franchises?

• What information must be included in the Franchise Disclosure Document (FDD)?

• What are the timing and delivery requirements for the FDD?

• Which states require registration of the FDD and what is the registration process?

• What exemptions exist for registration and disclosure under federal and state law?

• What are the requirements for amending and renewing the FDD?

Moderator: Setareh Deljo-Roland, Associate Attorney, Plave Koch

Speakers: Serena Chiquoine, Director of Legal and Franchise Administration, Great Clips, Inc.; Kevin Graff, Attorney, Lathrop GPM

Basics Track: Trademarks & IP

Trademarks, copyrights, trade secrets and other IP are the keystone of franchising. This session will discuss the various types of intellectual property; the role they play in franchising; the treatment they receive in the FDD and Franchise Agreement; how they are registered and protected, and how they are enforced against trademark infringers and franchisees who default.

Moderator: Andy Ball, Associate, Faegre Drinker Biddle & Reath LLP

Speakers: Scott Kuykendall, Assistant General Counsel at Neighborly; Jane Wise, Sr Associates, DLA Piper